Prime Highlights
- Paramount Skydance raised its all-cash takeover offer to $31 per share, a proposal WBD said could reasonably outperform its existing merger agreement with Netflix.
- WBD’s board is reviewing the amended bid with financial and legal advisors, but continues to support the Netflix transaction during the evaluation period.
Key Facts
- The revised offer includes a $7 billion breakup fee, covers the $2.8 billion termination feeowed to Netflix, and adds a ticking fee tied to regulatory delays.
- Netflix previously agreed to acquire WBD’s studio and streaming assets for $27.75 per share, valuing them at about $72 billion, and has four days to revise its bid if Paramount’s offer is deemed superior.
Background
Warner Bros. Discovery on Tuesday confirmed that Paramount Skydance has increased its takeover offer to $31 per share in cash, up from $30 per share. The company said the revised proposal could reasonably be expected to outperform its existing merger agreement with Netflix.
Last week, WBD reopened discussions with Paramount during a seven-day waiver period granted under its deal with Netflix. WBD had previously agreed to sell its studio and streaming businesses to Netflix. In contrast, Paramount seeks to acquire the entire company, including its cable networks and digital assets.
In a statement, WBD said its board is reviewing the amended offer with financial and legal advisors. The board added that it continues to support the Netflix transaction while the review is ongoing.
The updated Paramount proposal includes a $7 billion breakup fee if the merger fails to secure regulatory approval. Paramount has also agreed to pay the $2.8 billion termination fee that WBD would owe Netflix if it exits that agreement. In addition, the offer includes a ticking fee linked to potential regulatory delays.
If the board determines that Paramount’s offer is superior, Netflix will have four days to revise its bid. Netflix agreed in December to acquire WBD’s studio and streaming assets for $27.75 per share, valuing those assets at about $72 billion.
A merger between Paramount and WBD would combine HBO Max and Paramount+, and unite major news brands such as CNN and CBS News. Both potential deals will require approval from U.S. and European regulators, where antitrust concerns could shape the final outcome
